##### Table of Contents



United States
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 333-84730
 LEASE EQUITY APPRECIATION FUND I, L.P.
  Delaware
    
    68-0492247(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 
 
 Securities registered pursuant to Section 12 (b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredNone
    
    Not applicable
 Securities registered pursuant to Section 12 (g) of the Act:
 Title of Each Class
 o þ
 o þ
 þ o
 þ
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



LEASE EQUITY APPRECIATION FUND I, L.P.
INDEX TO ANNUAL REPORT
ON FORM 10-K
 PagePART IITEM 1:
    
    Business
    
    
    3ITEM 1A:
    
    Risk Factors
    
    
    6ITEM 1B:
    
    Unresolved Staff Comments
    
    
    6ITEM 2:
    
    Properties
    
    
    6ITEM 3:
    
    Legal Proceedings
    
    
    6ITEM 4:
    
    Submission of Matters to a Vote of Security Holders
    
    
    6PART IIITEM 5:
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer of Equity Securities
    
    
    7ITEM 6:
    
    Selected Financial Data
    
    
    7ITEM 7:
    
    Managements Discussion and Analysis of Financial Condition and Results of Operation
    
    
    8ITEM 7A:
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    18ITEM 8:
    
    Financial Statements and Supplementary Data
    
    
    18ITEM 9:
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    38ITEM 9A:
    
    Controls and Procedures
    
    
    38ITEM 9B:
    
    Other Information
    
    
    38PART IIIITEM 10:
    
    Directors and Executive Officers of the Registrant
    
    
    39ITEM 11:
    
    Executive Compensation
    
    
    41ITEM 12:
    
    Security Ownership of Certain Beneficial Owners and Management and Related Unit  Holder Matters
    
    
    42ITEM 13:
    
    Certain Relationships and Related Transactions
    
    
    42ITEM 14:
    
    Principal Accountant Fees and Services
    
    
    43PART IVITEM 15:
    
    Exhibits, Financial Statement Schedules
    
    
    43SIGNATURES
    
    
    
    
    45EX-10.8EX-31.1EX-31.2EX-32.1EX-32.2
  2




---



##### Table of Contents



PART I
 
 ITEM 1  BUSINESS
 The following discussion contains forward-looking statements regarding events and financial trends
which may affect our future operating results and financial position. Forward-looking statements
relate to expectations, beliefs, projections, future plans and strategies, anticipated events or
trends and similar expressions concerning matters that are not historical facts. In some cases,
you can identify forward-looking statements by terms such as anticipate, believe, could,
estimate, expects, intend, may, plan, potential, project, should, will and
would or the negative of these terms or other comparable terminology. Such statements are
subject to risks and uncertainties that could cause our actual results and financial position to
differ materially from those anticipated in such statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date hereof. We
undertake no obligation to publicly release the results of any revisions to forward-looking
statements which we may make to reflect events or circumstances after the date of this Form 10-K or
to reflect the occurrence of unanticipated events, except as may be required under applicable law.
 General
   
    
    500 or fewer employees;
    
    $1 billion or less in total assets; or
    
    $100 million or less in total annual sales.
   3




---



##### Table of Contents



Debt Facilities
      Available Information
 http://www.sec.gov http://www.leaf-financial.com
 Agreements with our General Partner
  4




---



##### Table of Contents




    
    fees for acquiring our equipment of 2% of the purchase price we pay, including debt we
incur or assume in connection with the acquisition. Fees for acquiring our equipment paid
to our General Partner for the year ended December 31, 2008 were $1.0 million;
 
    
    a subordinated annual asset management fee of either 3% of gross rental payments on our
operating leases or 2% of gross rental payments on our full payout leases and loans. During
the five-year reinvestment period, the management fee will be subordinated to the payment to
limited partners of a cumulative annual distribution of 8% of their capital contributions,
as adjusted by distributions deemed to be a return of capital. Asset management fees paid to
our General Partner for the year ended December 31, 2008 were $1.3 million;
 
    
    reimbursement for operating and administrative expenses, subject to limitations
contained in our partnership agreement. Reimbursed administrative expenses paid to our
General Partner for the year ended December 31, 2008 were $1.1 million;
 
    
    a subordinated commission equal to one-half of a competitive commission, up to a maximum
of 3% of the contract sales price, for arranging the sale of our equipment after the
expiration of a lease. This commission will be subordinated to the return to our limited
partners of the purchase price of their units plus a cumulative annual distribution,
compounded daily, of 8% of their capital contributions, as adjusted by distributions deemed
to be a return of capital. No commissions were paid in the year ended December 31, 2008; and
 
    
    a commission equal to the lesser of a competitive rate or 2% of gross rental payments
derived from any re-lease of equipment, payable as we receive rental payments from
re-lease. We will not, however, pay a re-lease commission if the re-lease is with the
original lessee or its affiliates. No re-lease commissions were paid in the year ended
December 31, 2008.
  Competition
  
    
    a large number of national, regional and local banks, savings banks, leasing companies
and other financial institutions;
    
    captive finance and leasing companies affiliated with major equipment manufacturers;
and
    
    other sources of equipment lease financing, including other publicly- offered
partnerships.
  Employees
  5




---



##### Table of Contents



ITEM 1A  RISK FACTORS
  
 ITEM 1B  UNRESOLVED STAFF COMMENTS
  
 ITEM 2  PROPERTIES
  
 ITEM 3  LEGAL PROCEEDINGS
  
 ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  6




---



##### Table of Contents



PART II
 
 ITEM 5 
    
    MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
  Number of Partnersas ofTitle of Class
    
    December 31, 2008Limited Partner units
    
    
    432General Partner interest
    
    
    1
  
 ITEM 6 
    
    SELECTED FINANCIAL DATA
  Years Ended December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004Revenues
    
    $
    12,054
    
    
    $
    9,468
    
    
    $
    8,412
    
    
    $
    7,704
    
    
    $
    3,537Expenses
    
    
    12,686
    
    
    
    9,719
    
    
    
    8,225
    
    
    
    8,388
    
    
    
    3,787Net (loss) income
    
    
    (632
    )
    
    
    (251
    )
    
    
    187
    
    
    
    (684
    )
    
    
    (250
    )Distributions to partners
    
    $
    1,737
    
    
    $
    1,534
    
    
    $
    1,387
    
    
    $
    1,388
    
    
    $
    978Weighted average number of limited partner units
outstanding during the year
    
    
    171,712
    
    
    
    171,746
    
    
    
    171,746
    
    
    
    171,746
    
    
    
    137,000Net (loss) income per weighted average limited
partner unit
    
    $
    (3.64
    )
    
    $
    (1.45
    )
    
    $
    1.08
    
    
    $
    (3.94
    )
    
    $
    (1.80
    )
 December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004Investment in leases and loans, net
    
    $
    95,844
    
    
    $
    99,588
    
    
    $
    87,119
    
    
    $
    81,724
    
    
    $
    54,720Total assets
    
    
    104,435
    
    
    
    109,530
    
    
    
    95,655
    
    
    
    89,991
    
    
    
    66,095Bank debt
    
    
    91,057
    
    
    
    97,302
    
    
    
    82,364
    
    
    
    77,327
    
    
    
    51,462Partners capital:General partner
    
    
    (94
    )
    
    
    (71
    )
    
    
    (53
    )
    
    
    (41
    )
    
    
    (20
    )Limited partners
    
    
    5,506
    
    
    
    7,855
    
    
    
    9,622
    
    
    
    10,810
    
    
    
    12,861Accumulated other comprehensive (loss) income
    
    
    (3,858
    )
    
    
    (1,162
    )
    
    
    392
    
    
    
    658
    
    
    
    (52
    )Total partners capital
    
    $
    1,554
    
    
    $
    6,622
    
    
    $
    9,961
    
    
    $
    11,427
    
    
    $
    12,789
 7




---



##### Table of Contents



ITEM 7 
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 General
   
    
    500 or fewer employees;
    
    $1 billion or less in total assets; or
    
    $100 million or less in total annual sales.
    8




---



##### Table of Contents



Finance Receivables and Asset Quality
  December 31,2008
    
    2007Investment in leases and loans, net
    
    $
    95,844
    
    
    $
    99,588Number of equipment leases
    
    
    12,700
    
    
    
    4,500Number of individual end users (a)
    
    
    11,600
    
    
    
    4,300Average original equipment cost
    
    $
    15.7
    
    
    $
    40.0Average initial term (in months)
    
    
    53
    
    
    
    51States accounting for more than 10% of lease
and loan portfolio:California
    
    
    11
    %
    
    
    15
    %Types of equipment accounting for more than
10% of lease
and loan portfolio:Industrial equipment
    
    
    23
    %
    
    
    29
    %Medical equipment
    
    
    19
    %
    
    
    25
    %Office equipment
    
    
    13
    %
    
    
    6
    %Water purification
    
    
    11
    %
    
    
    
    %Computers
    
    
    9
    %
    
    
    12
    %Types of businesses accounting for more than
10% of lease
and loan portfolio:Services
    
    
    47
    %
    
    
    48
    %Retail trade
    
    
    13
    %
    
    
    11
    %Manufacturing
    
    
    10
    %
    
    
    10
    %
 
 (a)
    
    Located in the 50 states as well as the District of Columbia
and Puerto Rico. No individual end user or single piece of equipment accounted
for more than 2% of our portfolio based on original cost of the equipment.   9




---



##### Table of Contents



As of and for theYears Ended December 31,Change2008
    
    2007
    
    $
    
    %Investment
in direct financing leases and loans before allowance
for credit losses
    
    $
    96,421
    
    
    $
    99,482
    
    
    $
    (3,061
    )
    
    
    (3
    %)Weighted
average investment in direct financing leases and loans
before allowance for credit losses
    
    
    105,908
    
    
    
    87,561
    
    
    
    18,347
    
    
    
    21
    %Allowance for credit losses
    
    
    1,750
    
    
    
    600
    
    
    
    1,150
    
    
    
    192
    %Non-performing assets
    
    
    4,142
    
    
    
    1,369
    
    
    
    2,773
    
    
    
    203
    %Charge-offs, net of recoveries
    
    $
    1,789
    
    
    $
    1,113
    
    
    $
    676
    
    
    
    61
    %As a percentage of finance receivables:Allowance for credit losses
    
    
    1.81
    %
    
    
    0.60
    %Non-performing assets
    
    
    4.30
    %
    
    
    1.38
    %As a percentage of weighted average finance receivables:Charge-offs, net of recoveries
    
    
    1.69
    %
    
    
    1.27
    %
     Critical Accounting Policies
  10




---



##### Table of Contents



Revenue Recognition
 Accounting for Leases
 Direct Financing Leases.
 Operating Leases.
 Loans.
  11




---



##### Table of Contents



Allowance for Credit Losses
  Estimated Unguaranteed Residual Values of Leased Equipment
  Impairment of Long-Lived Assets
  Fair Value and Effectiveness of Interest Rate Swaps
 Amendment of Statement 133 on Derivative Instruments and Hedging Activities Accounting for Derivative Financial Instruments and Hedging Activities
 Fair Value Measurements ,
 12




---



##### Table of Contents



Fair Value Measurements Using
    
    LiabilitiesLevel 1
    
    Level 2
    
    Level 3
    
    At Fair ValueInterest Rate Swaps
    
    $
    
    
    
    $
    3,858
    
    
    $
    
    
    
    $
    3,858
 Results of Operations
 Year Ended December, 31, 2008 Compared to Year Ended December 31, 2007
  Increase (Decrease)2008
    
    
    2007
    
    
    $
    
    
    %Revenues:Interest on equipment financings and loans
    
    $
    9,361
    
    
    $
    7,245
    
    
    $
    2,116
    
    
    
    29
    %Rental income
    
    
    400
    
    
    
    447
    
    
    
    (47
    )
    
    
    (11
    %)Gains on sales of equipment and lease dispositions, net
    
    
    1,395
    
    
    
    1,076
    
    
    
    319
    
    
    
    30
    %Other
    
    
    898
    
    
    
    700
    
    
    
    198
    
    
    
    28
    %12,054
    
    
    
    9,468
    
    
    
    2,586
    
    
    
    27
    %Expenses:Interest expense
    
    
    5,625
    
    
    
    5,025
    
    
    
    600
    
    
    
    12
    %Depreciation on operating leases
    
    
    352
    
    
    
    322
    
    
    
    30
    
    
    
    9
    %Provision for credit losses
    
    
    2,939
    
    
    
    1,282
    
    
    
    1,657
    
    
    
    129
    %Management fees to affiliate
    
    
    1,309
    
    
    
    1,200
    
    
    
    109
    
    
    
    9
    %Administrative expenses reimbursed to affiliate
    
    
    1,102
    
    
    
    479
    
    
    
    623
    
    
    
    130
    %General and administrative expenses
    
    
    1,359
    
    
    
    1,411
    
    
    
    (52
    )
    
    
    (4
    %)12,686
    
    
    
    9,719
    
    
    
    2,967
    
    
    
    31
    %Net loss
    
    $
    (632
    )
    
    $
    (251
    )
    
    $
    (381
    )
    
    
    (152
    %)
  
    
    an increase in interest income due to an increase in our weighted average net
investment in financing assets to $105.9 million for the year ended December 31, 2008
as compared to $87.6 million for the year ended December 31, 2007, an increase of $18.3
million (21%), and an increase in yields on leases acquired in late 2007 and 2008.
    
    an increase in gains on sales of equipment, which may vary significantly from
period to period due to the portfolio maturing. As the portfolio ages, there will be
increased activities from early lease terminations and end of lease dispositions.
    
    an increase in other income. Other income consists primarily of late fee
income. Late fees collected have increased due to an increase in late payments by
customers.
 13




---



##### Table of Contents




    
    an increase in interest expense due to the increase in our bank debt incurred
to acquire equipment financing assets, partially offset by a reduction in average
interest rates. Weighted average borrowings increased to $99.9 million for the year
ended December 31, 2008 as compared to $82.2 million for the year ended December 31,
2007, an increase of $17.7 million (22%). Borrowings for the years ended December 31,
2008 and 2007 were at an effective interest rate of 5.6% and 6.1%, respectively.
    
    an increase in our provision for credit losses. We provide for credit losses when
losses are likely to occur based on a migration analysis of past due payments and
economic conditions. Our provision for credit losses has increased due to the impact
of the economic recession in the United States on our customers ability to make
payments on their leases and loans, resulting in an increase in non-performing assets
as a percentage of finance receivables to 4.30% as of December 31, 2008 as compared to
1.38% as of December 31, 2007.
    
    an increase in management fees, which was directly attributable to our growth
in equipment financing assets, since management fees are paid based on lease payments
received.
    
    an increase in administrative expenses reimbursed to related party due to the
hiring of additional collection personnel by our General Partner to attempt to control
the impact on delinquencies resulting from the economic recession in the United
States.
  
    
    a decrease in general and administrative which was principally the result of a
reduction in professional fees.
  14




---



##### Table of Contents



Year Ended December, 31, 2007 Compared to Year Ended December 31, 2006
  Increase (Decrease)2007
    
    
    2006
    
    
    $
    
    
    %Revenues:Interest on equipment financings and loans
    
    $
    7,245
    
    
    $
    6,502
    
    
    $
    743
    
    
    
    11
    %Rental income
    
    
    447
    
    
    
    761
    
    
    
    (314
    )
    
    
    (41
    %)Gains on sales of equipment and lease
dispositions, net
    
    
    1,076
    
    
    
    543
    
    
    
    533
    
    
    
    98
    %Other
    
    
    700
    
    
    
    606
    
    
    
    94
    
    
    
    16
    %9,468
    
    
    
    8,412
    
    
    
    1,056
    
    
    
    13
    %Expenses:Interest expense
    
    
    5,025
    
    
    
    4,550
    
    
    
    475
    
    
    
    10
    %Depreciation on operating leases
    
    
    322
    
    
    
    617
    
    
    
    (295
    )
    
    
    (48
    %)Provision for credit losses
    
    
    1,282
    
    
    
    910
    
    
    
    372
    
    
    
    41
    %Management fees to affiliate
    
    
    1,200
    
    
    
    1,064
    
    
    
    136
    
    
    
    13
    %Administrative expenses reimbursed to affiliate
    
    
    479
    
    
    
    565
    
    
    
    (86
    )
    
    
    (15
    %)General and administrative expenses
    
    
    1,411
    
    
    
    519
    
    
    
    892
    
    
    
    172
    %9,719
    
    
    
    8,225
    
    
    
    1,494
    
    
    
    18
    %Net (loss) income
    
    $
    (251
    )
    
    $
    187
    
    
    $
    (438
    )
    
    
    (234
    %)
  
    
    an increase in interest income due to our increase in equipment financing
assets. Total equipment financing assets increased to $101.0 million in the year ended
December 31, 2007 as compared to $87.9 million in the year ended December 31, 2006, an
increase of $13.1 million (15%). This growth was driven by our General Partners
increased sales and marketing efforts supported by lines of financing.
    
    an increase in our gains on sales of equipment. Gains on sale of equipment may
vary significantly from period to period due to the portfolio maturing. As the
portfolio ages, there will be increased activities from early lease terminations and
end of lease dispositions.
    
    an increase in other income. Other income consists primarily of late fee
income.
  
    
    a decrease in rental income due to operating leases reaching full term.
  
    
    an increase in interest expense due to the increase of our debt incurred to
acquire equipment financing assets. Debt increased to $97.3 million at December 31,
2007 as compared to $82.4 million at December 31, 2006, an increase of $14.9 million
(18%).
    
    an increase in our provision for credit losses. The increase in our provision
for credit losses is principally a result of the growth of our lease portfolio. We
provide for credit losses when losses are likely to occur based on a migration analysis
of past due payments and economic conditions.
 15




---



##### Table of Contents




    
    an increase in management fees, which was directly attributable to our growth
in equipment financing assets, since management fees are paid based on lease payments
received.
    
    an increase in general and administrative expenses which was primarily
attributable to an increase in legal costs associated with increased collection
efforts.
  
    
    a decrease in depreciation expense due to operating leases reaching full term.
  Liquidity and Capital Resources
 General
   Years Ended December 31,2008
    
    
    2007
    
    
    2006Net cash provided by operating activities
    
    $
    5,174
    
    
    $
    1,832
    
    
    $
    3,226Net cash provided by (used in) investing activities
    
    
    1,878
    
    
    
    (12,999
    )
    
    
    (6,377
    )Net cash (used in) provided by financing activities
    
    
    (7,350
    )
    
    
    7,442
    
    
    
    4,243(Decrease) increase in cash
    
    $
    (298
    )
    
    $
    (3,725
    )
    
    $
    1,092
   Borrowings
   16




---



##### Table of Contents



Contractual Obligations and Commercial Commitments
  Payments Due by PeriodLessTotal
    
    
    than 1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    After 5 yearsBank debt
    
    $
    91,057
    
    
    $
    36,408
    
    
    $
    41,140
    
    
    $
    11,978
    
    
    $
    1,531
   17




---



##### Table of Contents



Legal Proceedings
  Recently Issued Accounting Pronouncements
 Disclosures about Derivative Instruments and Hedging
Activities, an amendment of SFAS No. 133
 
 ITEM 7A  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   Interest rates
    
    
    
    
    
    Interest ratesfall 100 basis
    
    
    
    
    
    rise 100 basispoints
    
    Unchanged
    
    pointsHedging instrumentsFair value
    
    $
    (5,353
    )
    
    $
    (3,858
    )
    
    $
    (2,652
    )Change in fair value
    
    $
    (1,495
    )
    
    $
    
    
    
    $
    1,206Change as a percent of fair value
    
    
    (39
    %)
    
    
    
    
    
    
    31
    %
  
 ITEM 8  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 18




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 19




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Consolidated Balance Sheets
(in thousands)
 December 31,2008
    
    
    2007ASSETSCash
    
    $
    275
    
    
    $
    573Restricted cash
    
    
    7,367
    
    
    
    8,008Accounts receivable
    
    
    31
    
    
    
    27Investment in leases and loans, net
    
    
    95,844
    
    
    
    99,588Deferred financing costs, net
    
    
    701
    
    
    
    902Other assets
    
    
    217
    
    
    
    432$
    104,435
    
    
    $
    109,530LIABILITIES AND PARTNERS CAPITALLiabilities:Bank debt
    
    $
    91,057
    
    
    $
    97,302Accounts payable and accrued expenses
    
    
    219
    
    
    
    659Other liabilities
    
    
    157
    
    
    
    115Derivative liabilities at fair value
    
    
    3,858
    
    
    
    1,162Due to affiliates
    
    
    7,590
    
    
    
    3,670Total liabilities
    
    
    102,881
    
    
    
    102,908Commitments and contingenciesPartners Capital:General partner
    
    
    (94
    )
    
    
    (71
    )Limited partners
    
    
    5,506
    
    
    
    7,855Accumulated other comprehensive loss
    
    
    (3,858
    )
    
    
    (1,162
    )Total partners capital
    
    
    1,554
    
    
    
    6,622$
    104,435
    
    
    $
    109,530
  20




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Consolidated Statements of Operations
(in thousands, except unit data)
 Years Ended December 31,2008
    
    
    2007
    
    
    2006Revenues:Interest on equipment financing and loans
    
    $
    9,361
    
    
    $
    7,245
    
    
    $
    6,502Rental income
    
    
    400
    
    
    
    447
    
    
    
    761Gains on sales of equipment and lease dispositions, net
    
    
    1,395
    
    
    
    1,076
    
    
    
    543Other
    
    
    898
    
    
    
    700
    
    
    
    60612,054
    
    
    
    9,468
    
    
    
    8,412Expenses:Interest expense
    
    
    5,625
    
    
    
    5,025
    
    
    
    4,550Depreciation on operating leases
    
    
    352
    
    
    
    322
    
    
    
    617Provision for credit losses
    
    
    2,939
    
    
    
    1,282
    
    
    
    910Management fees to affiliate
    
    
    1,309
    
    
    
    1,200
    
    
    
    1,064Administrative expenses reimbursed to affiliate
    
    
    1,102
    
    
    
    479
    
    
    
    565General and administrative expenses
    
    
    1,359
    
    
    
    1,411
    
    
    
    51912,686
    
    
    
    9,719
    
    
    
    8,225Net (loss) income
    
    $
    (632
    )
    
    $
    (251
    )
    
    $
    187Weighted average number of limited partner units outstanding during the year
    
    
    171,712
    
    
    
    171,746
    
    
    
    171,746Net (loss) income per weighted average limited partner unit
    
    $
    (3.64
    )
    
    $
    (1.45
    )
    
    $
    1.08
  21




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Consolidated Statements of Changes In Partners Capital
For The Years Ended December 31, 2008, 2007 and 2006
(in thousands, except unit data)
 AccumulatedGeneral
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    TotalPartner
    
    
    Limited Partners
    
    
    Comprehensive
    
    
    Partners
    
    
    ComprehensiveAmount
    
    
    Units
    
    
    Amount
    
    
    Income (Loss)
    
    
    Capital
    
    
    Income (Loss)Balance, December 31, 2005
    
    $
    (41
    )
    
    
    171,746
    
    
    $
    10,810
    
    
    $
    658
    
    
    $
    11,427Cash distributions paid
    
    
    (13
    )
    
    
    
    
    
    
    (1,374
    )
    
    
    
    
    
    
    (1,387
    )Net income
    
    
    1
    
    
    
    
    
    
    
    186
    
    
    
    
    
    
    
    187
    
    
    $
    187Unrealized losses on financial derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (266
    )
    
    
    (266
    )
    
    
    (266
    )Balance, December 31, 2006
    
    $
    (53
    )
    
    
    171,746
    
    
    $
    9,622
    
    
    $
    392
    
    
    $
    9,961
    
    
    $
    (79
    )Cash distributions paid
    
    
    (16
    )
    
    
    
    
    
    
    (1,518
    )
    
    
    
    
    
    
    (1,534
    )Net loss
    
    
    (2
    )
    
    
    
    
    
    
    (249
    )
    
    
    
    
    
    
    (251
    )
    
    $
    (251
    )Unrealized losses on financial derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,554
    )
    
    
    (1,554
    )
    
    
    (1,554
    )Balance at December 31, 2007
    
    $
    (71
    )
    
    
    171,746
    
    
    $
    7,855
    
    
    $
    (1,162
    )
    
    $
    6,622
    
    
    $
    (1,805
    )Cash distributions paid
    
    
    (17
    )
    
    
    
    
    
    
    (1,720
    )
    
    
    
    
    
    
    (1,737
    )Redemption of limited partner units
    
    
    
    
    
    
    (50
    )
    
    
    (3
    )
    
    
    
    
    
    
    (3
    )Net loss
    
    
    (6
    )
    
    
    
    
    
    
    (626
    )
    
    
    
    
    
    
    (632
    )
    
    $
    (632
    )Unrealized losses on financial derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,696
    )
    
    
    (2,696
    )
    
    
    (2,696
    )Balance, December 31, 2008
    
    $
    (94
    )
    
    
    171,696
    
    
    $
    5,506
    
    
    $
    (3,858
    )
    
    $
    1,554
    
    
    $
    (3,328
    )
  22




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(in thousands)
 Years Ended December 31,2008
    
    
    2007
    
    
    2006Cash flows from operating activities:Net (loss) income
    
    $
    (632
    )
    
    $
    (251
    )
    
    $
    187Adjustments to reconcile net (loss) income to net cash provided by (used in)
operating activities:Gains on sales of equipment and lease dispositions, net
    
    
    (1,395
    )
    
    
    (1,076
    )
    
    
    (543
    )Depreciation
    
    
    352
    
    
    
    322
    
    
    
    617Provision for credit losses
    
    
    2,939
    
    
    
    1,282
    
    
    
    910Amortization of deferred financing costs
    
    
    207
    
    
    
    137
    
    
    
    128Changes in operating assets and liabilities:Accounts receivable
    
    
    (13
    )
    
    
    58
    
    
    
    14Other assets
    
    
    223
    
    
    
    245
    
    
    
    (180
    )Accounts payable and accrued expenses and other liabilities
    
    
    (427
    )
    
    
    459
    
    
    
    (102
    )Due to affiliates, net
    
    
    3,920
    
    
    
    656
    
    
    
    2,195Net cash provided by operating activities
    
    
    5,174
    
    
    
    1,832
    
    
    
    3,226Cash flows from investing activities:Purchases of leases and loans
    
    
    (53,615
    )
    
    
    (61,491
    )
    
    
    (45,517
    )Proceeds from leases and loans
    
    
    48,659
    
    
    
    49,057
    
    
    
    38,316Proceeds from sale of leases to third parties
    
    
    7,515
    
    
    
    
    
    
    
    Security deposits returned, net of collected
    
    
    (681
    )
    
    
    (565
    )
    
    
    824Net cash provided by (used in) investing activities
    
    
    1,878
    
    
    
    (12,999
    )
    
    
    (6,377
    )Cash flows from financing activities:Borrowings of bank debt
    
    
    48,121
    
    
    
    58,926
    
    
    
    42,650Repayment of bank debt
    
    
    (54,366
    )
    
    
    (43,988
    )
    
    
    (37,613
    )Decrease (increase) in restricted cash
    
    
    641
    
    
    
    (5,374
    )
    
    
    596Increase in deferred financing costs
    
    
    (6
    )
    
    
    (588
    )
    
    
    (3
    )Redemption of limited partner units
    
    
    (3
    )
    
    
    
    
    
    
    Partners distributions
    
    
    (1,737
    )
    
    
    (1,534
    )
    
    
    (1,387
    )Net cash (used in) provided by financing activities
    
    
    (7,350
    )
    
    
    7,442
    
    
    
    4,243(Decrease) increase in cash
    
    
    (298
    )
    
    
    (3,725
    )
    
    
    1,092Cash, beginning of year
    
    
    573
    
    
    
    4,298
    
    
    
    3,206Cash, end of year
    
    $
    275
    
    
    $
    573
    
    
    $
    4,298
  23




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Notes To Consolidated Financial Statements
December 31, 2008
 NOTE 1  ORGANIZATION AND NATURE OF BUSINESS
     NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation
  Reclassifications
  
    
    Security Deposits and Investment in Operating Leases, Net have been reclassified to
be included with Investments in Leases and Loans, Net;
    
    Due from Lockbox has been reclassified to be included in Restricted Cash; and
    
    Deferred Financing Costs, Net, have been reported separately from Other Assets.
  24




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Notes To Consolidated Financial Statements  (Continued)
December 31, 2008
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)
 Use of Estimates
      25




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Notes To Consolidated Financial Statements  (Continued)
December 31, 2008
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)
 Restricted Cash
  Concentration of Credit Risk
   Revenue Recognition
 Accounting for Leases
 Direct Financing Leases.
 Operating Leases.
 26




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Notes To Consolidated Financial Statements  (Continued)
December 31, 2008
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)
 Revenue Recognition  (Continued)
 Loans.
  Transfers of Financial Assets
 Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,
 Accounting
for Servicing of Financial Assets  An Amendment of FASB Statement No. 140
 27




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Notes To Consolidated Financial Statements  (Continued)
December 31, 2008
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)
 Derivative Instruments
 Accounting for
Derivative Instruments and Hedging Activities,
 Income Taxes
  Comprehensive Income (Loss)
  Allocation of Partnership Income, Loss and Cash Distributions
   Net Income (Loss) Per Limited Partner Unit
  28




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Notes To Consolidated Financial Statements  (Continued)
December 31, 2008
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)
 Newly Adopted Accounting Principles
 Fair Value Measurements , Accounting for Leases,
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of SFAS 115
 Disclosures by Public
Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest
Entities Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities
 Accounting Standards Not Yet Adopted
 Disclosures about Derivative Instruments and Hedging
Activities, an amendment of SFAS No. 133
 29




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Notes To Consolidated Financial Statements  (Continued)
December 31, 2008
 NOTE 3  SUPPLEMENTAL CASH FLOW INFORMATION
  NOTE 4  INVESTMENT IN LEASES AND LOANS
  December 31,2008
    
    
    2007Direct financing leases(a)
    
    $
    77,652
    
    
    $
    78,825Loans(b)
    
    
    18,769
    
    
    
    20,657Operating leases
    
    
    1,173
    
    
    
    70697,594
    
    
    
    100,188Allowance for credit losses
    
    
    (1,750
    )
    
    
    (600
    )$
    95,844
    
    
    $
    99,588
 
 (a)
    
    The Funds direct financing leases are for initial lease terms
generally ranging from 24 to 84 months.(b)
    
    The interest rates on loans generally range from 7% to 13%.  December 31,2008
    
    
    2007Leases
    
    
    Loans
    
    
    Leases
    
    
    LoansTotal future minimum lease payments
    
    $
    88,805
    
    
    $
    22,787
    
    
    $
    92,388
    
    
    $
    25,048Unearned income
    
    
    (11,053
    )
    
    
    (3,347
    )
    
    
    (12,752
    )
    
    
    (4,008
    )Residuals, net of unearned residual income(a)
    
    
    1,257
    
    
    
    
    
    
    
    873
    
    
    
    Security deposits
    
    
    (1,357
    )
    
    
    (671
    )
    
    
    (1,684
    )
    
    
    (383
    )$
    77,652
    
    
    $
    18,769
    
    
    $
    78,825
    
    
    $
    20,657
 
 (a)
    
    Unguaranteed residuals for direct financing leases represent the
estimated amounts recoverable at lease termination from lease extensions or
disposition of the equipment. 30




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Notes To Consolidated Financial Statements  (Continued)
December 31, 2008
 NOTE 4  INVESTMENT IN LEASES AND LOANS  (Continued)
  December 31,2008
    
    
    2007Equipment
    
    $
    2,003
    
    
    $
    1,422Accumulated depreciation
    
    
    (821
    )
    
    
    (702
    )Security deposits
    
    
    (9
    )
    
    
    (14
    )$
    1,173
    
    
    $
    706
  Years Ended December 31,2008
    
    
    2007
    
    
    2006Allowance for credit losses, beginning of year
    
    $
    600
    
    
    $
    431
    
    
    $
    405Provision for credit losses
    
    
    2,939
    
    
    
    1,282
    
    
    
    910Charge-offs
    
    
    (2,023
    )
    
    
    (1,301
    )
    
    
    (916
    )Recoveries
    
    
    234
    
    
    
    188
    
    
    
    32Allowance for credit losses, end of year
    
    $
    1,750
    
    
    $
    600
    
    
    $
    431
  Direct
    
    
    
    
    
    
    OperatingFinancing Leases
    
    
    Loans
    
    
    Leases(a)
    
    
    Total2009
    
    $
    37,142
    
    
    $
    8,941
    
    
    $
    456
    
    
    $
    46,5392010
    
    
    24,150
    
    
    
    6,198
    
    
    
    331
    
    
    
    30,6792011
    
    
    15,071
    
    
    
    3,700
    
    
    
    167
    
    
    
    18,9382012
    
    
    8,516
    
    
    
    2,393
    
    
    
    40
    
    
    
    10,9492013
    
    
    1,308
    
    
    
    819
    
    
    
    7
    
    
    
    2,134Thereafter
    
    
    2,618
    
    
    
    736
    
    
    
    
    
    
    
    3,354$
    88,805
    
    
    $
    22,787
    
    
    $
    1,001
    
    
    $
    112,593
 
 (a)
    
    Operating lease amounts shown are net of residual value, if any, at the end of
the lease term. 31




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Notes To Consolidated Financial Statements  (Continued)
December 31, 2008
 NOTE 5 - SALES OF LEASES AND LOANS
    NOTE 6  DEFERRED FINANCING COSTS
  2009
    
    $
    1772010
    
    
    1772011
    
    
    1772012
    
    
    592013
    
    
    59Thereafter
    
    
    52$
    701
 32




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Notes To Consolidated Financial Statements  (Continued)
December 31, 2008
 NOTE 7  BANK DEBT
  December 31,2008
    
    
    2007WestLB AG, New York Branch revolving
line of credit, with an aggregate
borrowing limit of $110 million
collateralized by specific lease
receivables and related equipment,
with a 1% credit reserve of the
outstanding line of credit. Interest
on this facility is calculated at
LIBOR plus 0.95% per annum. To
mitigate fluctuations in interest
rates, the Fund has entered into
interest rate swap agreements,
terminating at various dates ranging
from February 2010 to June 2015. The
interest rate swap agreements fix the
interest rate on this facility at
5.32% on a weighted average basis.
Interest and principal are due as
payments are received under the leases
and loans collateralizing the line of
credit. The line expires January 31,
2011. If the WestLB facility is not
extended at the time of renewal, the
Fund would not be required to make
full repayment at the time of renewal.
Rather, the Fund would continue to
repay the outstanding debt under its
original terms. As of December 31,
2008, $92.1 million of leases and
loans and $6.3 million of restricted
cash were pledged as collateral under
this facility
    
    $
    91,057
    
    
    $
    95,571OFC Capital, a division of ALFA
Financial Corporation, collateralized
by specific lease receivables equal to
93% of the aggregate payments due
under the related equipment lease or
equipment finance transaction,
discounted at an interest rate of
6.9%, funded subject to a credit
reserve of 3% of the loan amount. The
loan is repayable as payments are made
under the leases or equipment
financing transactions collateralizing
the loan, with a final maturity date
of February 15, 2009. The loan was
fully satisfied in December 2008
    
    
    
    
    
    
    1,731Total outstanding debt
    
    $
    91,057
    
    
    $
    97,302
    33




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Notes To Consolidated Financial Statements  (Continued)
December 31, 2008
 NOTE 7  BANK DEBT  (Continued)
 Debt repayments.
 2009
    
    $
    36,4082010
    
    
    25,1272011
    
    
    16,0132012
    
    
    9,4422013
    
    
    2,536Thereafter
    
    
    1,531$
    91,057
 NOTE 8  DERIVATIVE INSTRUMENTS
      34




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Notes To Consolidated Financial Statements  (Continued)
December 31, 2008
 NOTE 9  FAIR VALUE MEASUREMENT
    
    
    Level 1  Quoted prices in active markets for identical assets and liabilities that the
reporting entity has the ability to access at the measurement date.
    
    Level 2 Observable inputs other than quoted prices included within Level 1, such as
quoted prices for similar assets or liabilities in active markets or quoted prices for
identical assets or liabilities in inactive markets.
    
    Level 3 Unobservable inputs that reflect the entitys own assumptions about the
assumptions that market participants would use in the pricing of the asset or liability and
are consequently not based on market activity, but rather through particular valuation
techniques.
  35




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Notes To Consolidated Financial Statements  (Continued)
December 31, 2008
 NOTE 9  FAIR VALUE MEASUREMENT  (Continued)
  Fair Value Measurements Using
    
    LiabilitiesLevel 1
    
    Level 2
    
    Level 3
    
    At Fair ValueInterest Rate Swaps
    
    $
    
    
    
    $
    3,858
    
    
    $
    
    
    
    $
    3,858
 NOTE 10  CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH AFFILIATES
        Years Ended December 31,2008
    
    2007
    
    2006Acquisition fees
    
    $
    1,031
    
    
    $
    1,101
    
    
    $
    697Management fees
    
    
    1,309
    
    
    
    1,200
    
    
    
    1,064Reimbursed administrative expenses
    
    
    1,102
    
    
    
    479
    
    
    
    565
 36




---



##### Table of Contents



LEASE EQUITY APPRECIATION FUND I, L.P. AND SUBSIDIARY
Notes To Consolidated Financial Statements  (Continued)
December 31, 2008
 NOTE 10  CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH AFFILIATES  (Continued)
  NOTE 11  COMMITMENTS AND CONTINGENCIES
  NOTE 12  SUBSEQUENT EVENTS
   37




---



##### Table of Contents



ITEM 9  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A  CONTROLS AND PROCEDURES
 Disclosure Controls
   Managements Report on Internal Control over Financial Reporting
    Changes in Internal Control over Financial Reporting
  
 ITEM 9B  OTHER INFORMATION
  38




---



##### Table of Contents



PART III
 
 ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    Name
    
    Age
    
    PositionCrit S. DeMent
    
    
    56
    
    
    Chairman of the Board of Directors and Chief Executive OfficerMiles Herman
    
    
    49
    
    
    President, Chief Operating Officer, Secretary and DirectorJonathan Z. Cohen
    
    
    38
    
    
    DirectorAlan D. Schreiber, M.D.
    
    
    67
    
    
    DirectorLinda Richardson
    
    
    61
    
    
    DirectorJeffrey F. Brotman
    
    
    45
    
    
    DirectorRobert K. Moskovitz
    
    
    52
    
    
    Chief Financial Officer and TreasurerDavid H. English
    
    
    58
    
    
    Executive Vice President and Chief Investment OfficerDaniel G. Courtney
    
    
    46
    
    
    Executive Vice President  Investment ProgramsRobert J. Hunter
    
    
    44
    
    
    Executive Vice President and Chief Marketing OfficerTonya L. Zweier
    
    
    38
    
    
    Chief Accounting Officer
 Crit S. DeMent
 Miles Herman
 39




---



##### Table of Contents



Jonathan Z. Cohen
 Alan D. Schreiber, M.D.
 Linda Richardson
 Jeffrey F. Brotman
 Robert K. Moskovitz
 David H. English
 40




---



##### Table of Contents



Daniel G. Courtney
 Robert J. Hunter
 Tonya L. Zweier
 Code of Business Conduct and Ethics
  
 ITEM 11  EXECUTIVE COMPENSATION
  41




---



##### Table of Contents



ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNIT HOLDER
MATTERS
 (a)
    
    We had approximately 432 limited partners as of December 31, 2008.(b)
    
    In 2004, our General Partner contributed $1,000 to our capital as our General Partner
and received its General Partner interest in us. As of December 31, 2008, our General
Partner owned 9,271, or 5%, of our limited partner units. These purchases of limited
partner units by our General Partner and its affiliates were at a price discounted by the
7% sales commission which was paid by most of our other limited partners.(c)
    
    We know of no arrangements that would, at any date subsequent to the date of this
report, result in a change in control of us.
 
 ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
        42




---



##### Table of Contents



ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees.
 Audit-Related Fees.
 Tax Fees.
 All Other Fees.
 Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditor.
  
 PART IV
 
 ITEM 15  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  Financial Statements
  Financial Statement Schedules
  43




---



##### Table of Contents



Exhibits
 Exhibit No.
    
    Description3.1
    
    Amended and Restated Agreement of Limited Partnership (1)3.2
    
    Certificate of Limited Partnership (2)4.1
    
    Forms of letters sent to limited partners confirming their investment (2)10.1
    
    Origination and Servicing Agreement among LEAF Financial Corporation, Lease Equity Appreciation
Fund I, L.P. and LEAF Funding, Inc., dated April 4, 2003 (4)10.2
    
    Secured Loan Agreement dated as of December 31, 2004 among LEAF Fund I, LLC, LEAF Funding, Inc.,
Lease Equity Appreciation Fund I, L.P., LEAF Financial Corporation, U.S. Bank National
Association, and WestLB, New York Branch (3)10.3
    
    First Amendment to WestLB AG, New York Branch, Secured Loan Agreement (6)10.4
    
    Third Amendment to WestLB AG , New York Branch, Secured Loan Agreement (7)10.5
    
    Fourth Amendment to WestLB AG, New York Branch, Secured Loan Agreement (5)10.6
    
    Fifth Amendment to WestLB AG, New York Branch, Secured Loan Agreement (8)10.7
    
    Seventh Amendment WestLB AG, New York Branch, Secured Loan Agreement (9)10.8
    
    Eighth Amendment to WestLB AG, New York Branch, Secured Loan Agreement31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
 
 (1)
    
    Filed previously as Appendix A to our Post-Effective Amendment No. 3 to our Registration
Statement on Form S-1, filed on January 26, 2004 and by this reference incorporated herein.(2)
    
    Filed previously as an exhibit to Amendment No. 1 to our Registration Statement on Form S-1
filed on June 7, 2002 and by this reference incorporated herein.(3)
    
    Filed previously as an exhibit to our Annual Report on Form 10-K for the year ended December
31, 2004 and by this reference incorporated herein.(4)
    
    Filed previously on Form 8-K, filed on September 19, 2003 and by this reference incorporated
herein.(5)
    
    File previously as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2007 and by this reference incorporated herein.(6)
    
    Filed previously as an exhibit to our Annual Report on Form 10-K for the year ended December
31, 2005 and by this reference incorporated herein.(7)
    
    Filed previously as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2006 and by this reference incorporated herein.(8)
    
    Filed previously as an exhibit to our Annual Report on Form 10-K for the year ended December
31, 2007 and by this reference incorporated herein.(9)
    
    Filed previously as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2008 and by this reference incorporated herein. 44




---



##### Table of Contents



SIGNATURES
  LEASE EQUITY APPRECIATION FUND I, L.P.
Delaware Limited PartnershipBy:
    LEAF Financial CorporationMarch 26, 2009
    By:
    /s/ CRIT S. DEMENTCRIT S. DEMENTChairman and Chief Executive Officer  /s/ Crit S. DeMent

Crit S. Dement
    
    Chairman of the Board and
Chief Executive Officer of the
General Partner
    
    March 26, 2009/s/ Miles Herman

Miles Herman
    
    President, Chief Operating
Officer and Director of the
General Partner
    
    March 26, 2009/s/ Robert K. Moskovitz

Robert K. Moskovitz
    
    Chief Financial Officer and
Treasurer of the General
Partner
    
    March 26, 2009/s/ Tonya L. Zweier

Tonya L. Zweier
    
    Chief Accounting Officer of
the General Partner
    
    March 26, 2009/s/ Jonathan Z. Cohen

Jonathan Z. Cohen
    
    Director of the General Partner
    
    March 26, 2009/s/ Alan D. Schreiber, M.D.

Alan D. Schreiber, M.D.
    
    Director of the General Partner
    
    March 26, 2009/s/ Linda Richardson

Linda Richardson
    
    Director of the General Partner
    
    March 26, 2009/s/ Jeffrey F. Brotman

Jeffrey F. Brotman
    
    Director of the General Partner
    
    March 26, 2009
 45